0001140361-22-044317.txt : 20221202 0001140361-22-044317.hdr.sgml : 20221202 20221202211604 ACCESSION NUMBER: 0001140361-22-044317 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221027 FILED AS OF DATE: 20221202 DATE AS OF CHANGE: 20221202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gadde Vijaya CENTRAL INDEX KEY: 0001590851 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36164 FILM NUMBER: 221443612 MAIL ADDRESS: STREET 1: C/O TWITTER INC STREET 2: 1355 MARKET STREET SUITE 900 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TWITTER, INC. CENTRAL INDEX KEY: 0001418091 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 208913779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1355 MARKET STREET, SUITE 900 CITY: San Francisco STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 222-9670 MAIL ADDRESS: STREET 1: 1355 MARKET STREET, SUITE 900 CITY: San Francisco STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Twitter Inc DATE OF NAME CHANGE: 20071109 4 1 form4.xml X0306 4 2022-10-27 true 0001418091 TWITTER, INC. TWTR 0001590851 Gadde Vijaya C/O TWITTER, INC. 1355 MARKET STREET, SUITE 900 SAN FRANCISCO CA 94103 true Former Chief Legal Officer Common Stock 2022-10-27 4 D 0 623929 D 0 I See Footnote Common Stock 2022-10-27 4 D 0 269354 D 0 D Common Stock 2022-10-27 4 D 0 204306 D 0 D Restricted Stock Unit 0 2022-10-27 4 D 0 241508 D Common Stock 241508 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated April 25, 2022, by and among the Issuer, X Holdings I, Inc., a Delaware corporation ("Parent"), X Holdings II, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Acquisition Sub"), and, solely for the purpose of certain provisions of the Merger Agreement, Elon R. Musk, on October 27, 2022 (the "Closing Date"), Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent. In connection with the Merger, these shares were cancelled and converted into the right to receive $54.20 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration"). 850 shares are held by the reporting person and spouse in a joint tenant holding account. Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), together with the terms of each of the Twitter, Inc. Change of Control and Involuntary Termination Protection Policy, that certain Participation Agreement by and between the reporting person and the Issuer thereunder, dated November 28, 2021, and that certain offer letter by and between the reporting person and the Issuer, dated November 28, 2021 (collectively, the "Severance Terms"), each unvested time-based restricted stock unit of the Issuer (each, an "Issuer RSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Issuer RSU and (ii) the Merger Consideration. Pursuant to the Merger Agreement, effective as of the Effective Time, together with the Severance Terms, each unvested performance-based restricted stock unit of the Issuer (each, an "Issuer PSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Issuer PSU based on the achievement of the applicable performance metrics at the target level of performance and (ii) the Merger Consideration. The foregoing descriptions in notes (2), (4) and (5) are qualified in their entirety by reference to the terms of the Merger Agreement and the Severance Terms. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement or the Severance Terms, as applicable, the terms set forth in the Merger Agreement or the Severance Terms, as applicable, shall control. /s/ Vijaya Gadde 2022-12-02